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CALIFORNIA CORPORATE & SECURITIES LAW

D&O Loans: California Section 315 Versus Sarbanes-Oxley Section 402

Although both Section 315 of the California Corporations Code and Section 402 of the Sarbanes-Oxley Act purport to ban loans to directors and officers, there are significant differences between these statutes.  Below is a precis of some of the key differences. Companies covered.  Section 315 applies to corporations.  The California General Corporation Law (GCL) defines “corporation” as only a…

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What’s With The “U” In Guarantee (Or Should That Be Guaranty)?

Spelling and pronouncing English words can be a challenge.  I’ve often been puzzled by the word “guarantee”.  What’s the point of including the unpronounced “u”?  The word is derived from an Old French word, garantir meaning “to protect”.   In English, the letter “g” may have either a soft (e.g., as in “legend” and “gerund”) or hard (e.g.,…

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